The Skinny:Shareholders of Berry Petroleum will receive 1.25 shares of Linn Energy’s wholly owned subsidiary, LinnCo LLC (Nasdaq: LNCO), in this stock-for-stock merger. LinnCo completed a $1.3 billion initial public offering in October — the largest in Houston in 2012 and one of the largest E&P IPOs ever. LinnCo only owns Linn units and has no assets or operations. Berry will be converted into a limited liability company and absorbed into Linn in exchange for units, which will allow Linn to own the acquired assets without any immediate tax payments. The deal is valued at $4.3 billion including the assumption of debt.

The assets:Berry has 3,200 producing wells and more than 200,000 net acres in the U.S.

The acquisition will expand Linn’s portfolio in California, Texas and the Rockies, and represents its first entry into the Uinta Basin in Utah.

The back story:The deal is acquisition-hungry Linn’s largest yet, and will raise the company’s liquids reserves at a time when gas prices have fallen due to oversupply from North American shale fields. Berry’s reserves are about 75 percent oil, which will increase Linn’s exposure to liquids to 54 percent from about 46 percent as of Dec. 31.

The players:Citigroup Global Market Inc. was the financial adviser to LinnCo, and Latham & Watkins LLP, which has a Houston office, was the legal adviser for Linn and LinnCo. Credit Suisse Securities LLC was the financial adviser and New York-based Wachtell, Lipton, Rosen & Katz was the legal adviser for Berry Petroleum.